Andrew Lance

Andrew A. Lance is a partner in Gibson, Dunn & Crutcher’s Real Estate Practice Group. He is resident in the New York office, where he is also a member of the firm’s Finance Committee and co-head of the Real Estate Practice Group’s Hotel and Hospitality Practice.  Mr. Lance’s clients include private real estate equity funds, hedge funds, corporate and individual developers and owners of office, retail, hotel, industrial, recreational, professional sports and entertainment real estate, mortgage and mezzanine lenders, REITs and other public and privately-held companies investing in or using real estate.  Mr. Lance also represents many not-for-profit organizations, particularly those building charter schools and involved in the performing arts.  His practice includes restructuring of complex debt structures, equity interests in development ventures, and private and public-private ground leased and fee-owned development projects, as well as enforcement of remedies and realization on collateral by lenders in such projects.

Mr. Lance is a member of the American College of Real Estate Lawyers and a fellow of the American College of Mortgage Attorneys.  Mr. Lance is ranked as a leading Real Estate lawyer by Chambers USA: America’s Leading Lawyers for Business.  Chambers USA described him as “an incredibly intelligent practitioner who is particularly good in negotiations.”  Mr. Lance is listed in The Best Lawyers in America® 2011, 2010 and 2009 editions, New York Magazine’s 2010 and 2009 “New York Area’s Best Lawyers” editions, The International Who’s Who of Real Estate Lawyers 2010, and in The International Who’s Who of Business Lawyers 2011.  Mr. Lance was recognized by Legal 500 in 2007 as a “big player in the complex field of mezzanine and preferred equity financing techniques.”  Mr. Lance was the lead attorney for the transactions that won the Real Estate Board of New York’s Most Creative Retail Deal of the Year Award twice: the relocation of Hard Rock Café to the former World Wrestling Entertainment site at Times Square (2004), and the lease by Walgreens of the entire building at One Times Square (2007).  

Mr. Lance joined Gibson, Dunn & Crutcher in March 1999.  He previously practiced law as Special Counsel with Sullivan & Cromwell in New York from 1984 to 1993.  Mr. Lance also has served as a consultant to investment banking and management consulting clients on securitized finance and real estate transactions, and on global facilities leasing. He has been an Adjunct Professor at New York Law School since 1985, teaching Commercial Real Estate Leasing and Land Transfer and Finance, a Visiting Lecturer at Yale Law School, and a lecturer at the New York University Schack Institute of Real Estate teaching Real Estate Finance and Investment Analysis.  He also is a frequent lecturer at programs of the Practicing Law Institute, the New York State Bar Association, the International Council of Shopping Centers, and IMN Conferences.  His recent speaking engagements include a Council on Foreign Relations teleconference on “Investing Capital in Real Estate in the Current Economic Climate,” and at the Real Estate Investment World Latin American Conference on “Evolution of Private Equity Transactions in Latin America.”

Mr. Lance earned his Juris Doctor in 1983 from Yale Law School, where he was a member of the Yale Law Journal. He earned a Bachelor of Arts degree cum laude in 1980 from Princeton University and attended the University of Paris. Mr. Lance was a Fellow of the Coro Foundation Leadership New York Program for the 1999-2000 term.  Mr. Lance has completed the Fitch Training Commercial Real Estate CDO credit and has advised issuers of commercial real estate CDOs and investors in CRE CDOs.

Mr. Lance has been honored twice, in 2004 and 2009, by the Alliance of Resident Theatres/New York, the service organization for not-for-profit performing arts organizations in New York City, for his support for A.R.T./New York and its member organizations.  He joined the Board of A.R.T./New York in 2004, and is the former head of their Audit Committee which he formed in 2005.

Mr. Lance's practice focuses on the following areas:

Restructuring of the debt and equity positions in real estate development projects, resort hotels and other real estate investments, including both for the owner/developer and for the lender.  Such engagements include loan extensions, forbearance agreements, deeds in lieu, UCC and real property foreclosure, modification of ground leases, bankruptcy advice, and the purchase and sale of distressed debt, as well as disputes among members in owner entities including activation of buy-sell provisions.

• Representation of Goldman Sachs as lender to a private equity fund in the acquisition of a junior mezzanine loan, resolution of the senior mezzanine and mortgage loans, and acquisition of title to two commercial properties in Manhattan, one on Fifth Avenue and one on lower Broadway.
• Purchase and sale of performing, sub-performing and non-performing real estate mortgage and mezzanine loans, both individually and in portfolios, including representation of the purchaser from Citibank of the mortgage secured by the Wigwam Resort and Biltmore golf courses in Phoenix, Arizona through an auction sale under Section 363 of the Bankruptcy Code, of the purchaser from Anglo-Irish Bank of defaulted mortgages secured by the Alex Hotel and the Flatotel Hotel in New York City, and of the owners of the Arizona Grand Resort in Phoenix, Arizona in an A/B Note restructuring with CW Capital.
• Restructuring of the financing of a luxury residential development, in the Northwestern U.S., capitalized at over $100 million in which our client was a debt and equity investor.
• Restructuring of the financing of a luxury residential development in the Southeastern U.S., capitalized at over $120 million in which our client was a debt and equity investor.
• Restructuring of the terms and development programming for several development projects, each budgeted in the hundreds of millions of dollars, in Manhattan under ground leases with both public agencies and private ground lessors.
• Restructuring of the capitalization, including securitized first mortgage and mezzanine financing, of several resort hotels in the southwestern U.S., including negotiations with special servicers.
• Restructuring of the capitalization of several rental residential and for-sale condominium development projects in Manhattan.
• Acquisition at a discount of partial interests and whole interests in mortgages secured by multifamily residential development and stabilized projects in New York and other cities.
• Withdrawal of members in various limited liability companies, admission of new members and restructuring of the terms of the LLCs, for numerous development projects and operating companies nationwide.
• Exercise of remedies by lenders under the UCC and/or state foreclosure laws, including enforcement of completion guarantees, environmental indemnities and non-recourse carveout guarantees, in various states.
• Defense of enforcement of remedies by lenders under the UCC and/or state foreclosure laws, including enforcement of completion guarantees, environmental indemnities and non-recourse carveout guarantees, in various states, and negotiation of agreements for deed in lieu of foreclosure.

Real estate capital markets, transactional and finance matters, including rated commercial real estate structured financings, multistate mortgage financings, mezzanine financing, management and finance.

• Representation of Deutsche Bank in the purchase of a defaulted mortgage loan on a retail and residential development site in New York City, and in amending the loan to facilitate future development on the site.
• Representation of Gulf Capital, an Abu Dhabi private equity firm, in forming a joint venture with Related Companies, based in New York, to build mixed-use property developments in the MENA region. The new venture, Gulf Related, will have its headquarters in Abu Dhabi.
• Representation of Wachovia in providing preferred equity financing for the $160 million acquisition of the ground lease on Union Station in Washington, D.C. by Ashkenazy Acquisition Corporation.
• Representation of the lender involving mezzanine loans secured by luxury hotel, retail and condominium mixed-use developments in New York, Atlanta and Chicago, and the sale of partial interests and participations in such loans.
• Representation of a fund buyer of the B-2 Note in a $70.2 million participated mortgage loan providing acquisition financing for a residential condominium conversion property in Manhattan.
• Representation of an international hotel company as owner and sponsor in its $400 million multi-state, fifteen hotel cross-collateralized rated portfolio debt securitization.
• Representation of the borrower involving a structured subordinate cash flow guarantee of six different luxury hotel, retail and condominium mixed-use developments in New York, Boston and Washington, D.C.
• Representation of a U.S. real estate private equity fund as the capital partner in several mid-market rental residential development projects in Mexico.
• Representation of the underwriter or placement agent involving numerous rated securitized single asset financings of retail and office properties nationwide.
• Representation of the lender involving a multistate mortgage financing of 68 retail shopping center anchor stores.
• Representation of the owner and ground lessee of a national-brand flagged hotel and event facility in Washington, D.C. in permanent mortgage financing by an insurance company.

Sales and purchase transactions and development acquisition and finance, including hotel development, condominium construction, and joint venture agreements among development partners. 

• Representation as co-counsel to FelCor Lodging Trust Inc. in connection with its acquisition of a majority stake in Manhattan's Knickerbocker Hotel from an affiliate of Highgate Holdings LLC.

• Representation of Rockpoint Group in the acquisition, in partnership with Highgate Holdings, of the 1,300-key Milford Plaza Hotel, occupying an entire blockfront at 700 Eighth Avenue in Manhattan’s Theatre District.

• Representation of Rockpoint Real Estate Funds in the purchase of partial interests in Class A office buildings at 299 Park Avenue, and at Park Avenue Plaza, in New York City under management by, and in partnership with, Fisher Brothers.

• Representation of Tatweer in connection with the development in Dubai of the Tiger Woods Dubai golf course and academy, clubhouse and luxury residences.
• Representation of FelCor in negotiation of a management agreement with Fairmont in connection with FelCor’s purchase of the Copley Plaza Hotel in Boston.
• Representation of the Signature Theatre Company in complex negotiations with multiple parties regarding the purchase and construction financing of an approximately 70,000 square foot full floor commercial condominium premises, including three theaters, rehearsal space, lobby and office space in a mixed-use development under construction by Related Companies on West 42nd Street.
• Sale and license back by Sol Melia to Wyndham of the Tryp Hotel chain, comprised of approximately 14,000 keys, and related hotel assets.
• Representation of the capital partners and the development venture in the 99-year ground lease of 330 Hudson from Trinity Church for construction of a LEED-certified hotel, office and retail tower.
• Representation of the buyer of Independence Plaza, a 1300+ unit residential and retail Mitchell-Lama development in the Tribeca section of Manhattan, in the purchase of the development, withdrawal of the development from the Mitchell-Lama program, the initial mortgage financing, and serial senior mortgage and mezzanine loan refinancings, including interest rate cap agreements.
• Representation of the buyer of the 12-building, 1,232 unit Riverton residential community in upper Manhattan, including both bridge financing and permanent mortgage financing.
• Formation of a joint venture to acquire the Knickerbocker regulated residential apartment complex in Manhattan.
• Representation of the capital partner and the operating venture in the acquisition, financing and sale of five hotels in New York City.
• Formation of the joint venture to acquire, renovate and finance a 1 million square foot commercial condominium at 375 Pearl Street in lower Manhattan.
• Acquisition and redevelopment of the 68-acre former Unilever research campus in Edgewater, New Jersey for mixed commercial and residential uses.
• Representation of a private equity fund in the acquisition of an interest in the largest privately-held owner of hotels in the United States including hotels in Times Square, Chicago and Orlando, Florida.
• Representation of the seller of a portfolio of five office buildings in Massachusetts for a price in excess of $140 million, and defeasance of bonds secured by the portfolio upon sale.
• Representation of Apollo Real Estate Fund IV in the acquisition, through a joint venture, and redevelopment of iPark Lake Success, a 1.4 million square foot mixed use facility in Lake Success, New York.
• Redevelopment for the designated developer of a pier on the Hudson River as a 200,000+ square foot public and trade show facility.

Public-private development projects, including lease and purchase of real estate from municipalities, tax-advantaged bond financing, economic development and job retention incentives, affordable housing acquisition and development, franchise and licensing rights, responses to RFPs and other transactions between municipal government and private parties.

• Representation of Madison Square Garden in pursuing the acquisition and development of the MTA's West Side Railyard, including litigation and advice concerning legislation before the New York City Council and the New York State Legislature and the actions of numerous public authorities.
• Representation of a major private developer in the $600+ million tax exempt serial note issuance financing of the new New York City Family Courthouse at 330 Jay Street in Brooklyn which includes an additional 5-story commercial office space as a separate condominium interest.
• Representation of Roundabout Theatre Company in the acquisition, tax-exempt bond financing and redevelopment of the former Studio 54 site in Manhattan for use as a legitimate theater.
• Representation of Signature Theatre Company in the agreement to acquire and construct, and the capital funding by New York City of, a 70,000 square foot three-theater full-floor condominium unit in a mixed-use development project on 42 ^nd Street in Manhattan.
• Representation of the condominium associations in Battery Park City in negotiating concessions under their leases with Battery Park City Authority necessitated by the events of September 11, 2001.
• Funding and construction by Alliance of Resident Theatres/New York of a full floor shared space for performing arts organizations which was one of the first leased premises to receive a New York City capital grant, and of two new theaters in the Chelsea section of Manhattan.
• Acquisition, development and financing of new charter schools in Bedford-Stuyvesant, Crown Heights and Newark, New Jersey, including use of New Markets Tax Credits, on behalf of the Robin Hood Foundation, Harlem RBI, Civic Builders, KIPP, Police Athletic League, and others.
• Representation of Coney Island Museum USA and Ringside, Inc. (home to the Elizabeth Streb Dance Company) in the acquisition and financing of their respective facilities in Brooklyn, New York.
• Representation of Manhattan Neighborhood Network and Guttmacher Institute in the tax exempt bond financing of acquisition of their headquarters facilities.

Leasing, including high-rise office leases, "big box" and other retail leases (including restaurant leases and national brand locations), industrial and warehouse leases, ground leases, sale-leasebacks and credit-lease financings.

• Representation of Gibson, Dunn & Crutcher in renewal for a 20-year term of their lease from Tishman Speyer Properties of multiple floors at 200 Park Avenue, New York, New York.
• Representation of Alexandria Real Estate Equities in the lease to multiple tenants of bio-science laboratory, office and related space at the East River Science Park on Manhattan’s East Side.
• Representation of the lessor of the entire building of One Times Square, where the New Year's Eve ball drops, to Walgreens.  The Real Estate Board of New York gave this transaction its award for "Most Creative Retail Deal of 2007."  Also handled a separate representation for an exterior illuminated signage license in Times Square.
• Ground lease of premises at 330 Hudson Street in lower Manhattan from Trinity Church for development of a several hundred thousand square foot mixed-use retail, office and boutique hotel.
• Representation of WCL Academy in the lease of two full buildings for development as a for-profit elementary school in lower Manhattan.
• Office and trading area lease for a hedge fund of 150,000 square feet over several floors in Carnegie Hall Tower, Manhattan.
• Representation of the landlord at Chelsea Market in office leases to Google, Oxygen Media, and Food Network and office and retail leases to numerous other tenants.
• Representation of Hard Rock Café in their acquisition of World Wrestling's leasehold in Times Square as a new flagship location in New York and surrender of their long-standing lease on West 57th Street.  The Real Estate Board of New York gave this transaction its award for "Most Creative Retail Deal of 2004."  Also handled a separate representation for an exterior illuminated signage license in Times Square.
• Representation of Holtzbrinck Publishers, the U.S. subsidiary of German media giant Verlagsgruppe Georg von Holtzbrinck and parent of St. Martin's Press and other publishers, in connection with a 15-year lease of 157,500 square feet of space in the 180,000 square foot historic Flatiron Building, and numerous other leases in the Flatiron and Hudson Square districts.
• Representation of the landmark Grace Church in the City of New York in a ground lease and space lease to the Grace Church School in formation.
• Representation of the landlord in leasing space at iPark Lake Success for The New York Times ' 164,000 sq. ft. regional distribution center; the New York Mercantile Exchange's 40,000 sq. ft. back up trading facility; Aetna Insurance Company's 82,000 sq. ft. regional claims center; and LA Fitness' 100,000 sq. ft. flagship New York sports club location.
• Representation of Atlantic Theater Company in the surrender of their leased office, studio and performance space and the long-term lease and construction of replacement office, studio and performance space at 111 Eighth Avenue in Manhattan's Chelsea district.
• Representation of one of the development partners in connection with a 150 year ground lease of the landmark Stanhope Hotel in Manhattan for redevelopment into a luxury leasehold cooperative.
• Representation of Lincoln Center for the Performing Arts in the lease of the Harmony Atrium to a first class restaurant operator.
• Representation of the landlord of 1250 Broadway in lease of the top floor in a midtown Manhattan office building to a first class restaurant operator.